-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7wyfzX8ZL3+8kiIT+eBeOhwH/YuQxG7Bm51nqAS3bqviZAQuRiC5Byy0fH53m/H BmjMzjavuhfuZggNqJFgFg== 0000728618-01-500036.txt : 20010223 0000728618-01-500036.hdr.sgml : 20010223 ACCESSION NUMBER: 0000728618-01-500036 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAULA FINANCIAL CENTRAL INDEX KEY: 0000929031 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 954640368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-52261 FILM NUMBER: 1545845 BUSINESS ADDRESS: STREET 1: 300 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6263040401 MAIL ADDRESS: STREET 1: 300 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13G 1 paula13g.txt PAULA FINANCIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Paula Financial ________________________________________ (Name of Issuer) Common Stock ________________________________________ (Title of Class of Securities) 703588103 _________________________ (CUSIP Number) December 31, 2000 ________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of the cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MetLife, Inc. (I.R.S. NO. 13-4075851) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Metropolitan Life Insurance Company (I.R.S. NO. 13-5581829) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A New York corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON IC 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GenAmerica Financial Corporation* (I.R.S. NO. 43-1779470) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Missouri corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 11. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC, CO * This entity is part of a corporate structure that is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares being reported is the total number of shares ultimately owned by MetLife, Inc 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). General America Life Insurance Company* (I.R.S. NO. 43-0285930) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Missouri corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC, IC, CO * This entity is part of a corporate structure that is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares being reported is the total number of shares ultimately owned by MetLife, Inc 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). GenAm Holding Company* (I.R.S. NO. 43-1872679) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 13. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC, CO * This entity is part of a corporate structure that is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares being reported is the total number of shares ultimately owned by MetLife, Inc 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Metropolitan Tower Corp.* (I.R.S. NO. 22-2094447) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 14. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC * This entity is part of a corporate structure that is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares being reported is the total number of shares ultimately owned by MetLife, Inc 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MetLife CC Holding Company* (I.R.S. NO. 13-4106332) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 15. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC * This entity is part of a corporate structure that is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares being reported is the total number of shares ultimately owned by MetLife, Inc 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Conning Corporation (I.R.S. NO. 43-1719355) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Missouri corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 16. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC, CO 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Conning, Inc. (I.R.S. NO. 06-1174587) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 17. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC, CO 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Conning & Company (I.R.S. NO. 06-1174588) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Connecticut corporation 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 18. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON HC, CO, IA 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Conning Investment Partners Limited Partnership III, L. P. (I.R.S. NO. 06-1386819) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware limited partnership 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 413,716 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 413,716 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 413,716 19. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12. TYPE OF REPORTING PERSON PN 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Conning Insurance Capital Limited Partnership III, L. P. (I.R.S. NO. 06-1386843) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware limited partnership 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 339,826 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 339,826 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 339,826 20. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.3% 12. TYPE OF REPORTING PERSON PN 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Conning Insurance Capital International Partners III, L. P. (I.R.S. NO. 06-0138117) 2. Check the Appropriate Box if a Member of a Group (a) [ ] Not applicable (b) [ ] Not applicable 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION A Delaware limited partnership 5. SOLE VOTING POWER -0- NUMBER OF SHARES 6. SHARED VOTING POWER BENEFICIALLY 73,890 OWNED BY EACH REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH -0- 8. SHARED DISPOSITIVE POWER 73,890 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,890 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12. TYPE OF REPORTING PERSON PN Item 1 (a). Name of Issuer Paula Financial (b). Address of Issuer's Principal Executive Offices: 300 North Lake Avenue Pasadena, CA 91101 Item 2 (a). Name of Person(s) Filing MetLife, Inc. ("MetLife") By: Gwenn L. Carr, Vice-President and Secretary Metropolitan Life Insurance Company ("MLIC") By: Joseph P. Cresta, Vice-President GenAmerica Financial Corporation ("GenAm") By: Matthew P. McCauley, Vice-President General America Life Insurance Company ("GALIC") By: Matthew P. McCauley, Vice-President GenAm Holding Company ("GHC") By: Matthew P. McCauley, Vice-President Metropolitan Tower Corp. ("MetTower") By: Lynn D. Dumais, Controller MetLife CC Holding Company ("Met CC") By: Hugh G. Mc Crory Jr., Vice-President and Secretary Conning Corporation ("Conning Corp.") By: Paul W. Kopsky, Senior Vice-President Conning, Inc. By: Paul W. Kopsky, Senior Vice-President Conning & Company ("Conning") By: Paul W. Kopsky, Senior Vice-President Conning Investment Partners Limited Partnership III, L. P. ("Conning Investment") By: Preston B. Kavanagh, Senior Vice-President Conning Insurance Capital Limited Partnership III, L. P. ("CICLP III") By: Preston B. Kavanagh, Senior Vice-President Conning Insurance Capital International Partners III, L. P. ("CICIPLP III") By: Preston B. Kavanagh, Senior Vice-President This statement is being filed jointly by the above-listed parties due to the following corporate structure: MetLife owns all of the outstanding capital stock of MLIC, which owns all of the outstanding capital stock of GenAm, which owns all of the outstanding capital stock of GALIC, which owns all of the outstanding capital stock of GHC, which owns 60.4% of the outstanding voting capital stock of Conning Corp., which owns all of the outstanding capital stock of Conning, Inc., which owns all of the outstanding capital stock of Conning, which has voting and dispositive control of Conning Investment as its managing member, which has voting and dispositive control of CICLP III and CICIPLP III as the general partner of CICLP III and CICIPLP III. The remaining 39.6% of the outstanding voting capital stock of Conning Corp. is owned by Met CC, which is a wholly-owned subsidiary of MetTower, which is a wholly-owned subsidiary of MLIC. (b). Address of Principal Business Office For: MetLife, MLIC, MetTower, and Met CC One Madison Avenue New York, New York 10010-3690 For: GenAm, GALIC, and GHC 700 Market Street St. Louis, Missouri 63101 For: Conning Corp., Conning Inc., Conning, Conning Investment, CICLP III, and CICIPLP III City Place II, 185 Asylum Street Hartford, Connecticut 06103-4105 (c). Citizenship MetLife, GHC, MetTower, Met CC and Conning, Inc. are Delaware corporations. MLIC is a New York corporation. GenAm, GALIC, and Conning Corp. are Missouri corporations. Conning is a Connecticut corporation. Conning Investment, CICLP III and CICIPLP III are Delaware limited partnerships. (d). Title of Class of Securities Common Stock (e). CUSIP Number 703588103 Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [X] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);* (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in Accordance with section 240.13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G);* (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (I) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); or (j) [ ] Group, in accordance with section 240.13d-1(b)(1) (ii)(J). * See Item 7 Item 4. Ownership: Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.** (a) Amount Beneficially Owned: MetLife 413,716 MLIC 413,716 GenAm 413,716 GALIC 413,716 GHC 413,716 MetTower 413,716 Met CC 413,716 Conning Corp. 413,716 Conning, Inc. 413,716 Conning 413,716 Conning Investment 413,716 CICLP III 339,826 CICIPLP III 73,890 (b) Percent of Class: MetLife 7.7% MLIC 7.7% GenAm 7.7% GALIC 7.7% GHC 7.7% MetTower 7.7% Met CC 7.7% Conning Corp. 7.7% Conning, Inc. 7.7% Conning 7.7% Conning Investment 7.7% CICLP III 6.3% CICIPLP III 1.4% (c) Number of shares as to which such person has (i) sole power to vote or to direct the vote: MetLife -0- MLIC -0- GenAm -0- GALIC -0- GHC -0- MetTower -0- Met CC -0- Conning Corp. -0- Conning, Inc. -0- Conning -0- Conning Investment -0- CICLP III -0- CICIPLP III -0- (ii) shared power to vote or to direct the vote: MetLife 413,716 MLIC 413,716 GenAm 413,716 GALIC 413,716 GHC 413,716 MetTower 413,716 Met CC 413,716 Conning Corp. 413,716 Conning, Inc. 413,716 Conning 413,716 Conning Investment 413,716 CICLP III 339,826 CICIPLP III 73,890 (iii)sole power to dispose or to direct the disposition of: MetLife -0- MLIC -0- GenAm -0- GALIC -0- GHC -0- MetTower -0- Met CC -0- Conning Corp. -0- Conning, Inc. -0- Conning -0- Conning Investment -0- CICLP III -0- CICIPLP III -0- (iv) shared power to dispose or to direct the disposition of: MetLife 413,716 MLIC 413,716 GenAm 413,716 GALIC 413,716 GHC 413,716 MetTower 413,716 Met CC 413,716 Conning Corp. 413,716 Conning, Inc. 413,716 Conning 413,716 Conning Investment 413,716 CICLP III 339,826 CICIPLP III 73,890 By virtue of the relationships described in Item 2(a), MetLife, MLIC, GenAm, GALIC, GHC, MetTower, Met CC, Conning Corp. and Conning, Inc. may be deemed to beneficially own all of the shares of Common Stock beneficially owned by Conning. By virtue of the relationships described in Item 2(a), Conning may be deemed to beneficially own all of the shares of Common Stock deemed beneficially owned by Conning Investment, CICLP III, and CICIPLP III. By virtue of the relationships described in Item 2(a), Conning Investment may be deemed to beneficially own all of the shares of Common Stock deemed beneficially held by CICLP III and CICIPLP III. The filing of this statement by MetLife, MLIC, GenAm, GALIC, GHC, MetTower, Met CC, Conning Corp., Conning, Inc., Conning or Conning Investment shall not be construed as an admission that any of MetLife, MLIC, GenAm, GALIC, GHC, MetTower, Met CC, Conning Corp., Conning, Inc., Conning or Conning Investment is, for the purposes of Section 13(d) or Section 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), the beneficial owner of any securities covered by this statement. ** GenAm, GALIC, GHC, MetTower, and Met CC are part of a corporate structure that is ultimately owned by MetLife, Inc. See Item 2(a) for a detailed description. The number of shares and percentage owned being reported for these entities is the total number of shares ultimately owned by MetLife, Inc. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following []. Item 6. Ownership of More than Five Percent on Behalf of Another Person: (NOT APPLICABLE.) Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: See Exhibit A Item 8. Identification and Classification of Members of the Group: (NOT APPLICABLE.) Item 9. Notice of Dissolution of Group: (NOT APPLICABLE.) Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2001 MetLife, Inc. By: /S/Gwenn L. Carr Title: Vice-President and Secretary Metropolitan Life Insurance Company By: /S/Joseph P. Cresta Title: Vice-President GenAmerica Financial Corporation By: /S/Matthew P. McCauley Title: Vice-President General America Life Insurance Company By: /S/Matthew P. McCauley Title: Vice-President GenAm Holding Company By: /S/Matthew P. McCauley Title: Vice-President Metropolitan Tower Corp. By: /S/ Lynn D. Dumais Title: Controller MetLife CC Holding Company By: /S/Hugh G. Mc Crory Jr. Title: Vice-President and Secretary Conning Corporation By: /S/Paul W. Kopsky Title: Senior Vice-President Conning, Inc. By: /S/Paul W. Kopsky Title: Senior Vice-President Conning & Company By: /S/Paul W. Kopsky Title: Senior Vice-President Conning Investment Partners Limited Partnership III, L. P. By: /S/Preston B. Kavanagh Title: Senior Vice-President Conning Insurance Capital Limited Partnership III, L. P. By: /S/Preston B. Kavanagh Title: Senior Vice-President Conning Insurance Capital International Partners III, L. P. By: /S/Preston B. Kavanagh Title: Senior Vice-President Exhibit Index Exhibit A: Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent's Holding Company Exhibit B: Joint Filing Agreement under Rule 13d-1(k)(1) Exhibit A: Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent's Holding Company MetLife is a parent holding company that is filing this statement pursuant to Rule 13d-1(b)(1)(ii)(G). On April 7, 2000, MLIC, the relevant subsidiary, became a wholly-owned subsidiary of MetLife. MLIC is an insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). MetLife and MLIC acquired 413,716 shares of Common Stock upon the completion of a tender offer of Conning on April 19, 2000. GenAm, GALIC, GHC, MetTower, Met CC, Conning Corp., Conning, Inc., Conning and Conning Investment are each parent holding companies or control persons in the holding company structure described in Item 2(a) and Item 4 which identify the relationships among such parties and their respective subsidiaries or controlled persons. Exhibit B: Joint Filing Agreement under Rule 13d-1(k)(1) In accordance with Rule 13d-1(k)(1) of Regulation 13D-G of the Securities Exchange Act of 1934, the persons or entities below agree to the joint filing on behalf of each of them of the Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock of Paula Financial, and agree that such statement is, and any amendments thereto filed by any of them will be, filed on behalf of each of them, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof the undersigned hereby execute this Agreement this 14th day of February, 2001. MetLife, Inc. By: /S/Gwenn L. Carr Title: Vice-President and Secretary Metropolitan Life Insurance Company By: /S/Joseph P. Cresta Title: Vice-President GenAmerica Financial Corporation By: /S/Matthew P. McCauley Title: Vice-President General America Life Insurance Company By: /S/Matthew P. McCauley Title: Vice-President GenAm Holding Company By: /S/Matthew P. McCauley Title: Vice-President Metropolitan Tower Corp. By: /S/Lynn D. Dumais Title: Controller MetLife CC Holding Company By: /S/Hugh G. Mc Crory Jr. Title: Vice-President and Secretary Conning Corporation By: /S/Paul W. Kopsky Title: Senior Vice-President Conning, Inc. By: /S/Paul W. Kopsky Title: Senior Vice-President Conning & Company By: /S/Paul W. Kopsky Title: Senior Vice-President Conning Investment Partners Limited Partnership III, L. P. By: /S/Preston B. Kavanagh Title: Senior Vice-President Conning Insurance Capital Limited Partnership III, L. P. By: /S/Preston B. Kavanagh Title: Senior Vice-President Conning Insurance Capital International Partners III, L. P. By: /S/Preston B. Kavanagh Title: Senior Vice-Presiden SCHEDULE 13G CUSIP No. 703588103 SCHEDULE 13G CUSIP No. 703588103 -----END PRIVACY-ENHANCED MESSAGE-----